Strategy Prices $722.5M Series A Offering

Strategy™ (Nasdaq: MSTR/STRK), the world’s leading Bitcoin Treasury Company, announced the completion of the pricing for its 10.00% Series A Perpetual Preferred Stock offering. The company will issue 8.5 million shares at $85.00 per share, raising a substantial $722.5 million. The offering size has been increased from the initial $500 million target to accommodate growing investor interest, with the settlement of the transaction set for March 25, 2025, pending customary closing conditions.

Following the offering, Strategy expects to raise approximately $711.2 million in net proceeds after underwriting fees and offering expenses are deducted. The company plans to use these proceeds for general corporate purposes, including the acquisition of Bitcoin and funding working capital needs. This move aligns with Strategy’s commitment to leveraging Bitcoin as a primary treasury reserve asset, reinforcing its position as a leader in the cryptocurrency sector.

Dividend Terms, Redemption Rights, Underwriters

The newly issued Series A Perpetual Preferred Stock will accumulate a cumulative dividend at a fixed annual rate of 10.00%, based on the stated amount of $100 per share. Regular dividends are scheduled to be paid quarterly in arrears starting June 30, 2025, subject to declaration by the company’s board of directors. In the event of unpaid regular dividends, compounded dividends will accrue at an increasing rate of 10% plus 100 basis points, with a maximum cap of 18% per annum. This structure enhances the attractiveness of the offering, making it an appealing option for investors seeking stable returns.

Strategy has reserved the right to redeem all outstanding Series A Perpetual Preferred Stock for cash under certain conditions. This includes situations where the number of outstanding shares falls below 25% of the total number issued or in the event of specific tax changes. If a fundamental change occurs, holders of the perpetual preferred stock will have the option to request a repurchase of their shares at a price equal to the stated amount, plus any accumulated and unpaid dividends.

The offering is being led by a strong team of underwriters, including Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and others. These firms are acting as joint book-running managers, with additional co-managers assisting in the offering process. The shares are being offered through an effective shelf registration statement filed with the Securities and Exchange Commission (SEC), and all transactions are governed by an accompanying prospectus available on the SEC’s website.

As with any investment offering, there are inherent risks, and actual outcomes may differ from those projected. Strategy cautions investors that changes in market conditions and the satisfaction of closing conditions could impact the final outcomes of this offering. Further information on risks and uncertainties can be found in the company’s filings with the SEC.